SEC Filings

EXECUTIVE COMPENSATION
Since the Company had no operating history prior to the date hereof, the
following table sets forth, for the year ended December 31, 1996, the cash
compensation paid to the Chief Executive Officer and the other five most highly
compensated executive officers of the Company (the "Named Executive Officers")
by the Predecessor Partnerships.
SUMMARY COMPENSATION TABLE

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(1) Represents total cash compensation paid to the Named Executive Officers for
all services rendered to the Predecessor Partnerships during the year ended
December 31, 1996.
(2) The amounts shown in this column consist of: (i) "tax gross up" payments
made in respect to certain compensation; (ii) premiums paid on life
insurance policies; and (iii) contributions by the Company to the Company's
401(k) savings plan for the benefit of the Named Executive Officers.
(3) Included under All Other Compensation for Ms. Thurber was $232,292 for
reimbursement of certain relocation expenses.
EMPLOYEE STOCK PURCHASE PLAN
The Company's 1997 Employee Stock Purchase Plan (the "Stock Purchase Plan")
is intended to qualify under Section 423 of the Internal Revenue Code of 1986
(the "Code"). Purchases under the Stock Purchase Plan will occur at the end of
each option period. The first option period will begin on January 1, 1998.
Thereafter, each option period will be a successive six-month purchase period.
The Stock Purchase Plan permits eligible employees to purchase Common Stock
through payroll deductions that may not exceed $21,250 per year. The purchase
price of Common Stock available under the Stock Purchase Plan is equal to 85%
of the fair market value of the Common Stock at the beginning or the end of a
purchase period, whichever is lower. Unless terminated sooner, the Stock
Purchase Plan will terminate 10 years from its effective date. The Board of
Directors has authority to amend or terminate the Stock Purchase Plan;
provided, no such action may adversely affect the rights of any participant.
1997 STOCK AWARD AND INCENTIVE PLAN
General. The 1997 Stock Incentive Plan provides for the grant of various
types of stock-based compensation to eligible participants. The purpose of the
1997 Stock Incentive Plan is to promote the success of the Company's business
in the best interests of its stockholders by providing incentives to those
individuals who are or will be responsible for such success.
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